Okla. Stat. tit. 18, § 18-1120

REVIVAL OF CERTIFICATE OF INCORPORATION

A. As used in this section, “certificate of incorporation”

includes the charter of a corporation organized pursuant to the

provisions of any law of this state.

B. Any corporation whose certificate of incorporation has

become forfeited by law for nonpayment of taxes may at any time

procure a revival of its certificate of incorporation, together with

all the rights, franchises, privileges and immunities and subject to

all of its duties, debts and liabilities which had been secured or

imposed by its original certificate of incorporation and all

amendments thereto. Notwithstanding the foregoing, this section

shall not be applicable to a corporation whose certificate of

incorporation has been revoked or forfeited pursuant to Section 1104

of this title.

C. The revival of the certificate of incorporation may be

procured as authorized by the board of directors or members of the

governing body of the corporation in accordance with subsection H

and by executing, acknowledging and filing a certificate of revival

in accordance with the provisions of Section 1007 of this title.

D. The certificate required by the provisions of subsection C

of this section shall state:

1. The date of filing of the corporation’s original certificate

of incorporation; the name under which the corporation was

originally incorporated; the name of the corporation at the time its

certificate of incorporation became forfeited or void pursuant to

this title; and the new name under which the corporation is to be

revived to the extent required by subsection F of this section;

2. The address of the corporation’s registered office in this

state, which shall be stated in accordance with subsection C of

Section 1021 of this title, and the name of its registered agent at

such address;

3. That the corporation desiring to be revived and so reviving

its certificate of incorporation was organized pursuant to the laws

of this state;

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4. The date when the certificate of incorporation became

forfeited or that the validity of any revival has been brought into

question; and

5. That the certificate of revival is filed by authority of the

board of directors or members of the governing body of the

corporation as provided for in subsection H of this section.

E. Upon the filing of the certificate in accordance with the

provisions of Section 1007 of this title, the corporation shall be

revived with the same force and effect as if its certificate of

incorporation had not become forfeited. Such revival shall validate

all contracts, acts, matters and things made, done and performed

within the scope of its certificate of incorporation by the

corporation, its directors or members of its governing body,

officers, agents and shareholders or members during the time when

its certificate of incorporation was forfeited, with the same force

and effect and to all intents and purposes as if the certificate of

incorporation had at all times remained in full force and effect.

All real and personal property, rights and credits, which belonged

to the corporation at the time its certificate of incorporation

became forfeited and which were not disposed of prior to the time of

its revival and all real and personal property, rights and credits

acquired by the corporation after its certificate of incorporation

became forfeited pursuant to this title shall be vested in the

corporation, after its revival, as if its certificate of

incorporation had at all times remained in full force and effect,

and the corporation after its revival shall be as exclusively liable

for all contracts, acts, matters and things made, done or performed

in its name and on its behalf by its directors or members of its

governing body, officers, agents and shareholders or members prior

to its revival, as if its certificate of incorporation had at all
poration had at all times remained in full force and effect,

and the corporation after its revival shall be as exclusively liable

for all contracts, acts, matters and things made, done or performed

in its name and on its behalf by its directors or members of its

governing body, officers, agents and shareholders or members prior

to its revival, as if its certificate of incorporation had at all

times remained in full force and effect.

F. If, after three (3) years from the date upon which the

certificate of incorporation became forfeited for nonpayment of

taxes, the name of the corporation is unavailable upon the records

of the Secretary of State, then in such case the corporation to be

revived shall not be revived under the same name which it bore when

its certificate of incorporation became forfeited, or expired but

shall be revived under some other name as set forth in the

certificate to be filed pursuant to subsection C of this section.

G. Any corporation that revives its certificate of

incorporation pursuant to the provisions of this section shall pay

to this state the amounts provided in Sections 1201 through 1214 of

Title 68 of the Oklahoma Statutes. No payment made pursuant to this

subsection shall reduce the amount of franchise tax due pursuant to

the provisions of Sections 1201 through 1214 of Title 68 of the

Oklahoma Statutes for the year in which the revival is effected.

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H. For purposes of this section, the board of directors or

governing body of the corporation shall be comprised of the persons,

who, but for the certificate of incorporation having become

forfeited pursuant to this title, would be the duly elected or

appointed directors or members of the governing body of the

corporation. The requirement for authorization by the board of

directors under subsection C of this section shall be satisfied if a

majority of the directors or members of the governing body then in

office, even though less than a quorum, or the sole director or

member of the governing body then in office, authorizes the revival

of the certificate of incorporation of the corporation and the

filing of the certificate required by subsection C of this section.

In any case where there shall be no directors of the corporation

available to revive the certificate of incorporation of the

corporation, the shareholders may elect a full board of directors,

as provided by the bylaws of the corporation, and the board so

elected may then authorize the revival of the certificate of

incorporation of the corporation and the filing of the certificate

required by subsection C of this section. A special meeting of the

shareholders for the purpose of electing directors may be called by

any officer or shareholder upon notice given in accordance with the

provisions of Section 1067 of this title. For purposes of this

section, the bylaws shall be the bylaws of the corporation that, but

for the certificate of incorporation having become forfeited, would

be the duly adopted bylaws of the corporation.

I. After a revival of the certificate of incorporation of the

corporation shall have been effected, the provisions of subsection C

of Section 1056 of this title shall govern and the period of time

during which the certificate of incorporation of the corporation was

forfeited shall be included within the calculation of the thirty-day

and thirteen-month periods to which subsection C of Section 1056 of

this title refers. A special meeting of shareholders held in

accordance with subsection H of this section shall be deemed an

annual meeting of shareholders for purposes of subsection C of

Section 1056 of this title.

J. Whenever it shall be desired to revive the certificate of

incorporation of any nonstock corporation, the governing body shall

perform all the acts necessary for the revival of the charter of the
A special meeting of shareholders held in

accordance with subsection H of this section shall be deemed an

annual meeting of shareholders for purposes of subsection C of

Section 1056 of this title.

J. Whenever it shall be desired to revive the certificate of

incorporation of any nonstock corporation, the governing body shall

perform all the acts necessary for the revival of the charter of the

corporation which are performed by the board of directors in the

case of a corporation having capital stock. In addition, the

members of any nonstock corporation who are entitled to vote for the

election of members of its governing body and any other members

entitled to vote for dissolution under the certificate of

incorporation or the bylaws of such corporation, shall perform all

the acts necessary for the revival of the certificate of

incorporation of the corporation which are performed by the

shareholders in the case of a corporation having capital stock. In

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all other respects, the procedure for the revival of the certificate

of incorporation of a nonstock corporation shall conform, as nearly

as may be applicable, to the procedure prescribed in this section

for the revival of the certificate of incorporation of a corporation

having capital stock; provided, however, subsection I of this

section shall not apply to nonstock corporations.